Register of Members and Other Security Holders (Sec 88)
# Register of Members and Other Security Holders — Sec 88
## Registers to be Maintained
Every company shall maintain the following registers:
Register
Form
Register of Members (Equity & Preference separately)
MGT-1
Register of Debenture-holders
MGT-2
Register of any Other Security Holders
MGT-2
## Timeline for Entries
Entries shall be made in the register within 7 days of:
Approval of allotment by the Board, OR
Approval of transfer of shares/debentures/securities
## Place of Keeping the Register
Default Place
Alternative Place
Registered Office (RO) of the company
Any other place in India where more than 1/10th of the total members entered in the register reside — provided approved by Special Resolution
## Foreign Register
If the company has members/debenture-holders/other security holders residing outside India, a Foreign Register may be maintained at any place outside India after authorisation under the Articles.
## Index of Members
Index of members must be maintained as part of the register (not required if members are less than 50).
For debenture-holders, an index is required only if their number exceeds 50.
Worked example
### Example 1
Example: ABC Ltd allots 10,000 equity shares on 1st June 2026. By when must the entries be made in the Register of Members?
Solution: Under Sec 88 read with Rule 5, entries must be made within 7 days of approval of allotment, i.e., by 8th June 2026.
### Example 2
Example: XYZ Ltd has 1,000 members. 150 members reside in Mumbai while the RO is in Delhi. Can the Register of Members be kept in Mumbai?
Solution: Yes. Since more than 1/10th (i.e., more than 100) of the members reside in Mumbai, the Register may be kept there subject to passing a Special Resolution to that effect.
⚠️ Common exam mistakes
Using MGT-1 for debenture-holders — MGT-1 is ONLY for members; debenture-holders/other securities use MGT-2.
Forgetting that the alternative place requires a SPECIAL RESOLUTION (not ordinary resolution).
Counting the 7-day period from the date of application instead of from approval of allotment/transfer.
Treating Foreign Register as mandatory — it is OPTIONAL and only permissible if articles authorise.
Bare-Act text Section 88 · Companies Act, 2013 · click to expand
Sec 88(1): Every company shall keep and maintain the following registers in such form and in such manner as may be prescribed, namely:— (a) register of members indicating separately for each class of equity and preference shares held by each member residing in or outside India; (b) register of debenture-holders; and (c) register of any other security holders. Sec 88(2): Every register maintained under sub-section (1) shall include an index of the names included therein. Sec 88(3): The register and index of beneficial owners maintained by a depository under section 11 of the Depositories Act, 1996, shall be deemed to be the corresponding register and index for the purposes of this Act. Sec 88(4): A company may, if so authorised by its articles, keep in any country outside India, in such manner as may be prescribed, a part of the register referred to in sub-section (1), called 'foreign register' containing the names and particulars of the members, debenture-holders, other security holders or beneficial owners residing outside India.